SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Fearon Richard E. Jr. (Last) (First) (Middle) 7/F JINHUA MANSION, 41 HANGUANG STREET, NANGANG DISTRICT (Street) HARBIN F4 150080 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/26/2012	3. Issuer Name and Ticker or Trading Symbol Nutrastar International Inc. [ NUIN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001	49,200(1)	D
Common Stock, par value $0.001	324,669	I	Held by Accretive Capital Partners, LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(3)	(3)	Common Stock, par value $0.001	450,000	$0	I	Held by Accretive Capital Partners, LLC(2)

Explanation of Responses:

1. Including 20,000 restricted shares granted pursuant to a Restricted Shares Grant Agreement under the Company's 2009 Equity Incentive Plan, as amended, dated November 26, 2012, between the Company and the Reporting Person. Such shares vest in equal installments on a semi-annual basis over a two-year period beginning on February 15, 2013.

2. The Reporting Person is the managing partner of Accretive Capital Management, LLC, which is the manager of Accretive Capital Partners, LLC, and has sole voting and investment power over the securities held by Accretive Capital Partners, LLC.

3. Pursuant to the Certificate of Designation setting forth the designation and rights of the Series A Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Series A Preferred Stock"), a copy of which was filed as Exhibit 3.1 to a Current Report on Form 8-K of the Company that was filed on June 3, 2010, each share of the Series A Preferred Stock may be converted into ten shares of the common stock, par value $0.001 per share, of the Company (the "Common Stock") (subject to customary adjustments for stock splits, combinations, or equity dividends on Common Stock).

	/s/ Richard E. Fearon Jr.	11/29/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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